UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report (Date of Earliest Event Reported): May 11,
2010
Dresser-Rand
Group Inc.
(Exact
name of registrant as specified in its Charter)
|
Delaware
|
001-32586
|
20-1780492
|
||
|
(State
or other jurisdiction of Incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification
No.)
|
|
10205 Westheimer Road, Houston,
Texas
|
77042
|
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
|
Registrant's
telephone number, including area code: (713)
354-6100
|
Not
Applicable
Former
name or former address, if changed since last report
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item 5.07.
|
Submission
of Matters to a Vote of Security
Holders.
|
On May
11, 2010, Dresser-Rand Group Inc. (the “Company”) held its Annual Meeting of
Stockholders. The Company’s stockholders considered and approved the
two proposals submitted for stockholder vote, each of which is described in
detail in the Company’s 2010 Proxy Statement, as filed with the Securities and
Exchange Commission on March 30, 2010. A summary of the matters
voted upon by stockholders is set forth below.
Proposal
1. Election of Directors.
Stockholders
elected each of the eight director nominees to hold office until the 2011 Annual
Meeting and until their successors have been elected and qualified based on the
following votes:
|
Name
|
Votes
For
|
Votes
Withheld
|
Broker
Non-Votes
|
|
William
E. Macaulay
|
71,224,577
|
372,668
|
4,181,847
|
|
Vincent
R. Volpe Jr.
|
71,220,323
|
376,922
|
4,181,847
|
|
Rita
V. Foley
|
71,213,613
|
383,632
|
4,181,847
|
|
Louis
A. Raspino
|
71,212,986
|
384,259
|
4,181,847
|
|
Philip
R. Roth
|
71,224,581
|
372,664
|
4,181,847
|
|
Stephen
A. Snider
|
71,095,060
|
502,185
|
4,181,847
|
|
Michael
L. Underwood
|
71,223,861
|
373,384
|
4,181,847
|
|
Joseph
C. Winkler III
|
71,213,311
|
383,934
|
4,181,847
|
Proposal
2. Ratification Of Appointment Of Independent Registered Public
Accountants.
Stockholders
ratified the appointment of PricewaterhouseCoopers LLP as the Company’s
independent registered public accountants for the fiscal year ending December
31, 2010 based upon the following votes:
|
Votes
For
|
Votes
Against
|
Abstentions
|
Broker
Non-Votes
|
|
75,674,545
|
97,479
|
7,068
|
0
|
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| DRESSER-RAND GROUP INC. | |||
|
|
By:
|
/s/ Mark F. Mai | |
| Name: | Mark F. Mai | ||
| Title: | Vice President, General Counsel and Secretary | ||
Date: May
13, 2010